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Form 8-K FNB CORP/FL/ For: Aug 04

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August 4, 2015 11:48 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2015

 

 

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Florida

(State or other jurisdiction of incorporation)

 

001-31940   25-1255406

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

One North Shore Center, 12 Federal Street

Pittsburgh, Pennsylvania

   15212
(Address of Principal Executive Offices)   (Zip Code)

(800) 555-5455

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

On August 4, 2015, F.N.B. Corporation (“FNB”) and Metro Bancorp, Inc. (“MBI”) announced that they have entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which MBI will merge with and into FNB, with FNB being the surviving corporation (the “Merger”). A copy of the joint press release relating to the Merger is attached hereto as Exhibit 99.1. In addition, presentation materials concerning the Merger, which will be available on F.N.B.’s website at www.fnbcorporation.com, are attached hereto as Exhibit 99.2.

Additional Information About the Merger and Where to Find It

In connection with the merger, F.N.B. Corporation will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of F.N.B. and MBI and a Prospectus of F.N.B., as well as other relevant documents concerning the proposed transaction.

SHAREHOLDERS OF F.N.B. CORPORATION AND METRO BANCORP, INC. ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The Joint Proxy Statement/Prospectus and other relevant materials (when they become available), and any other documents F.N.B. and MBI have filed with the SEC, may be obtained free of charge at the SEC’s internet site, http://www.sec.gov. Copies of the documents F.N.B. has filed with the SEC may be obtained, free of charge, by contacting James G. Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317; and copies of the documents MBI has filed with the SEC may be obtained by contacting Investor Relations (Sherry Richart), Metro Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA, telephone: (717) 412-6301.

F.N.B. and MBI and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of MBI in connection with the merger. Information concerning such participants’ ownership of MBI common stock will be set forth in the Joint Proxy Statement/Prospectus regarding the merger when it becomes available. This communication does not constitute an offer of any securities for sale.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1    Joint press release, dated August 4, 2015
99.2    Investor presentation, dated August 4, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

F.N.B. CORPORATION
By:  

/s/ James G. Orie

  James G. Orie
  Chief Legal Officer

Date: August 4, 2015

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Joint press release, dated August 4, 2015
99.2    Investor presentation, dated August 4, 2015

Exhibit 99.1

 

LOGO

  LOGO

F.N.B. Corporation Expands Central Pennsylvania Presence

with the Acquisition of Metro Bancorp, Inc.

Joint Press Release

PITTSBURGH, PA and HARRISBURG, PA, August 04, 2015 — F.N.B. Corporation (“FNB”) (NYSE: FNB) and Metro Bancorp, Inc. (“Metro”) (NASDAQ: METR) today jointly announced the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Metro Bancorp, Inc., the holding company and parent of Metro Bank, in an all stock transaction valued at approximately $32.72 per share, or $474 million in the aggregate, using the closing stock price of FNB as of Monday, August 3, 2015.

The acquisition of the Harrisburg-based bank will provide FNB with approximately $3.0 billion in total assets, including $2.4 billion in total deposits, $2.1 billion in total loans and 32 banking offices located in the Harrisburg, York, Lancaster, Reading and Lebanon MSAs. The transaction will enhance FNB’s distribution and scale across Central Pennsylvania and strengthen its position as the largest Pennsylvania-based regional bank, moving its state deposit market share rank to a top five position. With the acquisition of Metro, FNB will have $19.6 billion in assets, including $14.7 billion in total deposits, $13.7 billion in total loans and more than 300 full service banking offices.

Under the terms of the merger agreement, which has been approved by the board of directors of each company, shareholders of Metro will be entitled to receive 2.373 shares of FNB common stock for each common share of Metro. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Metro.

“We are very excited about this transaction and the significant scale it adds to our franchise in Central Pennsylvania,” said Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation. “These markets have attractive demographics with tremendous revenue potential given the number of retail and commercial prospects. The meaningful size of this transaction will allow FNB to leverage the significant infrastructure investments we have made in the expansion of our product offerings and risk management systems. Additionally, Metro is a well-established institution with an excellent customer service culture and an attractive deposit base with modern branches in prime locations.”

“We are enthused about our announced merger with FNB,” said Metro Bancorp Chairman and CEO Gary Nalbandian. “The combination is a tremendous opportunity for everyone involved with Metro. It will deliver significant value to Metro shareholders and an opportunity for our employees and customers to partner with one of Pennsylvania’s fastest growing and best performing banks. FNB has tremendous financial strength, considerable resources and capabilities and values that are very similar to ours.”

Upon consummation of the merger, FNB will appoint one current Metro Director to its Board of Directors.

The transaction meets all of FNB’s prescribed acquisition criteria including strong earnings per share accretion in the first full year of 4% on a GAAP basis and 6% on a cash basis, and an internal rate of return on capital invested of more than 20%. Tangible book value per common share is expected to be diluted by approximately 3% at closing supported by an earnback period of just under five years using the crossover method and less than 5 months on a pro forma earnings basis.

FNB and Metro expect to complete the transaction in the first quarter of 2016 after satisfaction of customary closing conditions, including regulatory approvals and the approval of the FNB and Metro shareholders. As is customary for FNB, the operations of Metro are expected to be fully integrated into FNB as of the transaction close date.

RBC Capital Markets, LLC acted as lead financial advisor to FNB and Griffin Financial Group LLC rendered a fairness opinion to the Board of Directors of FNB. Sandler O’Neill & Partners LP acted as financial advisor to Metro and rendered a fairness opinion to the Board of Directors of Metro. Reed Smith LLP served as legal counsel to FNB and Mette, Evans & Woodside and Sullivan & Cromwell LLP served as legal counsel to Metro.

An investor presentation will be available through the “About Us” section of FNB’s website at www.fnbcorporation.com and clicking on the “Investor Relations & Shareholder Services” tab or on the SEC’s website at www.sec.gov.

CONFERENCE CALL

F.N.B. Corporation will host a conference call to discuss the transaction on Tuesday, August 4, 2015, at 2:00 PM EDT. Participating callers may access the call by dialing 1-866-652-5200 or 1-412-317-6060 for international callers. The related investor presentation and listen-only audio webcast may be accessed through the “About Us” section of FNB’s website at www.fnbcorporation.com and clicking on the “Investor Relations & Shareholder Services” tab.

A replay of the call will be available from shortly after the call until midnight EDT on Tuesday, August 11, 2015. The replay is accessible by dialing 1-877-344-7529 or 1-412-317-0088 for international callers; the access code is 10070411. The call transcript and webcast will be available on the “About Us” section of FNB Corporation’s website at www.fnbcorporation.com and clicking on the “Investor Relations & Shareholder Services” tab.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

F.N.B. Corporation and Metro Bancorp, Inc. will file a joint proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.

THE RESPECTIVE SHAREHOLDERS OF F.N.B. CORPORATION AND METRO BANCORP, INC. ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statements/prospectuses and other relevant materials (when they become available), and any other documents F.N.B. Corporation and Metro Bancorp, Inc. have filed with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317; and free copies of the documents Metro Bancorp, Inc. has filed with the SEC by contacting Investor Relations (Sherry Richart), Metro Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA 17111, telephone: (717) 412-6301.

F.N.B. Corporation and Metro Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of F.N.B. Corporation and Metro Bancorp, Inc. in connection with the proposed merger. Information concerning such participants’ ownership of F.N.B. Corporation and Metro Bancorp, Inc. common shares will be set forth in the F.N.B. Corporation and Metro Bancorp, Inc. joint proxy statements/prospectuses relating to the merger when they become available. This communication does not constitute an offer of any securities for sale.

About F.N.B. Corporation

F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in six states, including three major metropolitan areas. It holds a top retail deposit market share in Pittsburgh, PA, Baltimore, MD, and Cleveland, OH. F.N.B. has total pro-forma assets (with the proposed merger of Metro Bancorp, Inc.) of $19.6 billion and more than 300 banking offices throughout Pennsylvania, Maryland, Ohio and West Virginia. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network, which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, international banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.’s wealth management services include asset management, private banking and insurance. F.N.B. also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee. The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s SmallCap 600 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.

About Metro Bancorp, Inc.

Metro Bank, subsidiary of Metro Bancorp Inc. (NASDAQ: METR), is a financial services retailer with 32 stores in the counties of Berks, Cumberland, Dauphin, Lancaster, Lebanon and York. Headquartered in Harrisburg, Metro Bank opened its first location in Camp Hill, Pa. in 1985, pioneering industry-changing conveniences in Central Pennsylvania including seven-day branch banking, free personal checking, free customer coin-counting machines and use of a prototype store design. Additional services include free instant-issue Visa debit cards, free online and mobile banking and 24/7 live customer service. The bank also offers commercial banking services including term loans, commercial mortgages, lines of credit and cash management services. For more information about Metro Bank, visit www.mymetrobank.com.

Forward-looking Statements

This joint press release of F.N.B. Corporation and Metro Bancorp, Inc. contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation and Metro Bancorp, Inc. Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in F.N.B. Corporation and Metro Bancorp, Inc. reports filed with the SEC and those identified elsewhere in this press release, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability

to obtain regulatory approvals in a timely manner and without significant expense or other burdens; meet other closing conditions to the Merger, including approval by and F.N.B. Corporation and Metro Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the F.N.B. Corporation and Metro Bancorp, Inc. businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of F.N.B. Corporation products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. F.N.B. Corporation and Metro Bancorp, Inc. undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

# # #

Analyst/Institutional Investor Contact:

Matthew Lazzaro, 724-983-4254, 412-216-2510 (cell)

[email protected]

Media Contact:

Jennifer Reel, 724-983-4856, 724-699-6389 (cell)

[email protected]

F.N.B. Corporation
Announces Agreement to Acquire
Metro Bancorp, Inc.
August 4, 2015
Exhibit 99.2

Cautionary Statement Regarding Forward-Looking Information
and Non-GAAP Financial Information
This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends
or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation and Metro Bancorp, Inc.
Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”,
“should”, “project”, “goal”, and other similar words and expressions.  These forward-looking statements involve certain risks and uncertainties. In addition to
factors previously disclosed in F.N.B. Corporation
and Metro Bancorp, Inc. reports filed with the SEC and those identified elsewhere in this filing, the following
factors
among
others,
could
cause
actual
results
to
differ
materially
from
forward-looking
statements
or
historical
performance:
ability
to
obtain
regulatory
approvals in a timely manner and without significant expense or other burdens; meet other closing conditions to the Merger, including approval by F.N.B.
Corporation and Metro Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the
F.N.B. Corporation and Metro Bancorp, Inc. businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in
asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance
of F.N.B. Corporation products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological
changes,
capital
management
activities,
and
other
actions
of
the
Federal
Reserve
Board
and
legislative
and
regulatory
actions
and
reforms.
F.N.B.
Corporation and Metro Bancorp, Inc. undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of
this presentation.
ADDITIONAL
INFORMATION
ABOUT
THE
MERGER
F.N.B. Corporation and Metro Bancorp, Inc. will file a joint proxy statement/prospectus and other relevant documents with the SEC in connection with the
merger.
THE RESPECTIVE SHAREHOLDERS OF AND F.N.B. CORPORATION AND METRO BANCORP, INC. ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
The proxy statements/prospectuses and other relevant materials (when they become available), and any other documents F.N.B. Corporation and Metro
Bancorp,
Inc.
have
filed
with
the
SEC,
may
be
obtained
free
of
charge
at
the
SEC's
website
at
www.sec.gov.
In
addition,
investors
and
security
holders
may
obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer,  F.N.B. Corporation, One F.N.B.
Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317; and free copies of the documents Metro Bancorp, Inc. has filed with the SEC by contacting
Investor Relations (Sherry Richart), Metro Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA 17111, telephone: (717) 412-6301.
F.N.B. Corporation and Metro Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies
from shareholders of F.N.B. Corporation and Metro Bancorp, Inc. in connection with the proposed merger. Information concerning such participants' ownership
of F.N.B. Corporation and Metro Bancorp, Inc. common shares will be set forth in the joint proxy statements/prospectuses relating to the merger when they
become available. This communication does not constitute an offer of any securities for sale.
2

Transaction Rationale
3
Source: SNL Financial, Hoover’s. (1) Based on assets and market capitalization on a pro forma basis. (2) Based on FDIC deposit data as of 6/30/2014. Pro forma for announced
acquisition of BoA
branches. Custodian banks were excluded from the rankings. (3) Data includes Metro’s markets (Harrisburg, York, Lancaster, Reading, and Lebanon MSAs).
(4) Assets and core net income pro forma for LTM 6/30/2015. Core net income represents net income available to common shareholders. Excludes realized gain on securities,
amortization of intangibles, goodwill impairment and nonrecurring items. (5) Based on 6/30/2015 GAAP data. (6) Excluding one-time costs.
Strategically
Compelling
FNB
will
become
the
largest
regional
bank
and
second
largest
bank
based
in
Pennsylvania
(1)
Overall
Pennsylvania
market
share
increases
to
#5
with
nearly
$12
billion
in
deposits
(2)
FNB obtains immediate scale and #3 market share in the Harrisburg MSA with $1.4
billion in deposits
(2)
Attractive demographics with significant retail and commercial opportunities
Access to 45 thousand businesses and population of over 2 million with median
household
income
of
~$58
thousand
(3)
Significant operating scale and leveraging of FNB's risk management infrastructure
Pro
Forma
total
assets
of
~$20
billion
and
core
net
income
of
~$180
million
(4)
Complementary
balance
sheet
and
attractive
funding
profile
with
24%
demand
deposits
(5)
Financially
Attractive
Accretive
to
GAAP
EPS
by
~4%
($0.04)
and
cash
EPS
by
~6%
($0.06)
in
first
full
year
(6)
~3%
dilution
to
tangible
book
value
($0.18
per
share)
with
earnback
of
just
under
5
years
using
the
crossover
method
and
less
than
a
5
month
earnback
on
a
pro
forma
earnings
basis
Greater than 20% internal rate of return
Low
Risk
Comprehensive due diligence review and conservative credit mark
Experienced acquirer and proven market expansion model

Overview of Metro Bancorp, Inc.
4
Source: SNL Financial, public filings. (1) As of 6/30/2015.
Founded in 1985 and headquartered in Harrisburg, Pennsylvania
Formerly Pennsylvania Commerce Bank and was operated as a franchisee or sister company to
Commerce Bancorp, Inc. (acquired by TD in 2008)
Rebranded to its current name and became independent from Commerce in 2009
Strong customer service orientation and sales culture
Strong retail franchise with modern branches in prime locations
32 branches in Harrisburg, York, Lancaster, Reading, and Lebanon MSAs
Average
of
$74
million
in
deposits
per
branch
(1)

0.71%
0.75%
1.05%
1.19%
1.23%
1.36%
1.53%
2009Y
2010Y
2011Y
2012Y
2013Y
2014Y
2Q15
(2)
(3)
Overview of Metro Bancorp, Inc. (cont.)
Source: SNL Financial, public filings. (1) Excludes gain on realized gain on securities and nonrecurring items. (2) Adjusted to exclude one-time increase in consulting fees related
to Bank Secrecy Act (BSA) and Office of Foreign Assets Control (OFAC) compliance. (3) Excludes one-time charges due to an accelerated stock-based compensation expense
due to the
immediate
vesting
of
all
outstanding
employee
stock
options
triggered
by
a
provision
in
the
Company's
Employee
Stock
Option
and
Restricted
Stock
Plan
and
charges
related
to Metro’s cost savings initiatives.
5
Core Pre-Provision Net Revenue
(1)
/ Avg. Assets
Deposits
CAGR:
6.7%
Yield:
5.41%
5.36%
5.29%
5.13%
4.80%
4.58%
4.49%
$1,456
$1,398
$1,446
$1,544
$1,757
$2,004
$2,076
2009Y
2010Y
2011Y
2012Y
2013Y
2014Y
2Q15
CAGR:
5.0%
Cost:
1.02%
0.72%
0.59%
0.37%
0.29%
0.27%
0.26%
$1,815
$1,832
$2,072
$2,231
$2,240
$2,381
$2,369
2009Y
2010Y
2011Y
2012Y
2013Y
2014Y
2Q15
CAGR:
6.3%
$2,148
$2,234
$2,421
$2,635
$2,781
$2,998
$3,001
2009Y
2010Y
2011Y
2012Y
2013Y
2014Y
2Q15
Assets
Loans

Pro Forma Franchise
Pro Forma Branch Franchise
Harrisburg Deposit Market Share
6
Pennsylvania Deposit Market Share
Cleveland
Northwest
Pittsburgh
Central
Capital
Baltimore
Rank
Company
2014
Branches
Deposits
($mm)
Market
Share
1
M&T
28
$2,138
17.8%
2
PNC
24
1,862
15.5
3
Combined
18
1,428
11.9
3
Metro
15
1,323
11.0
4
Wells Fargo
10
1,163
9.7
5
Orrstown
14
675
5.6
6
BB&T
16
661
5.5
7
Fulton
12
625
5.2
8
Mid Penn
13
569
4.8
9
S&T
4
522
4.4
10
Citizens
11
502
4.2
17
FNB
3
105
0.9
Rank
Company
2014
Branches
Deposits
($mm)
Market
Share
1
PNC
453
$75,327
23.7%
2
Wells Fargo
281
32,644
10.3
3
Citizens
360
23,913
7.5
4
TD Bank
97
12,042
3.8
5
Combined
258
11,518
3.6
5
M&T
196
10,689
3.4
6
FNB
226
9,321
2.9
7
BB&T
178
9,106
2.9
8
Banco Santander
159
8,732
2.8
9
Fulton
127
7,747
2.4
10
Bank of America
68
7,220
2.3
21
Metro
32
2,197
0.7
METR (32 branches)
FNB
(1)
(2)
(2)
Source: SNL Financial.  (1) Shaded areas represent FNB’s six regional market areas. (2) Branch deposit data as of 6/30/2014. Pro forma for announced acquisition of BoA branches.
Custodian banks were excluded from the rankings.

Central Pennsylvania Opportunity
Source: SNL Financial, Hoover’s. (1) Includes Baltimore MSA and Montgomery County. (2) Includes Harrisburg, York, Lancaster, Reading, and Lebanon MSAs.
(3) Includes counties outside of Pittsburgh MSA, Baltimore Region, Cleveland MSA, and Central Pennsylvania.
Number of Businesses (000s)
Population (000s)
2015 Median HHI
2015-2020E Population Growth
7
59.5
93.4
51.4
45.0
Pittsburgh
MSA
Baltimore
Region
Cleveland
MSA
Central
Pennsylvania
(1)
(2)
2,361
3,833
2,061
2,087
4,475
Pittsburgh
MSA
Baltimore
Region
Cleveland
MSA
Central
Pennsylvania
All Other
FNB Counties
(1)
(2)
(3)
$53,296
$76,933
$48,286
$57,578
$46,569
$53,706
Pittsburgh
MSA
Baltimore
Region
Cleveland
MSA
Central
Pennsylvania
All Other
FNB Counties
National
(1)
(2)
(3)
0.4%
4.0%
(0.3%)
1.8%
(0.9%)
3.5%
Pittsburgh
MSA
Baltimore
Region
Cleveland
MSA
Central
Pennsylvania
All Other
FNB Counties
National
(1)
(2)
(3)

Complementary Balance Sheet
Source:
SNL
Financial,
Company
data.
Based
on
6/30/2015
GAAP
data.
(1)
Includes
commercial
tax-exempt
and
owner
occupied
real
estate.
(2)
Includes
brokered
and
time deposits. (3) Includes municipal and school district deposits. (4) Calculated as loans held for investment / total deposits and customer repurchase agreements.
Deposits
8
Total loans of
$2,076
million
Large portion of commercial loans at 46%
(1)
Loan yield of 4.49%
Total deposits of $2,369
million
Strong retail franchise
Attractive deposit base with granular consumer deposits and
demand deposits at 24%
Low cost of deposits at 0.26%
Complementary balance sheet with loan to deposit ratio of
87% compared to FNB at 92%
(4)
(1)
(2)
(3)
(3)
(3)
Noninterest
Bearing
24%
Interest
Checking &
Money Market
42%
Savings
21%
Municipal
Time
7%
Time
6%
Commercial
46%
Commercial
Real Estate
30%
Commercial
Construction
and Land
Development
7%
Residential
6%
Consumer
11%
Loans

FNB Acquisitions Position the Company for Long-term Sustainable Organic Growth
9
2005 Total Assets: $5.6 bn
Pro Forma 2015 Total Assets: $19.6 bn
12 Acquisitions since 2005
$11.7 billion in total assets
$5.6
$6.0
$6.1
$8.4
$8.7
$9.0
$9.8
$12.0
$13.6
$16.1
$19.6
2005Y
2006Y
2007Y
2008Y
2009Y
2010Y
2011Y
2012Y
2013Y
2014Y
2015Y
NSD
Bancorp 
Assets:
$0.5 bn
Legacy
Bank 
Assets:
$0.4 bn
Iron &
Glass
Bancorp
Assets:
$0.3 bn
CB &T
Assets:
$0.6 bn
Annapolis
Bancorp
Assets:
$0.4 bn
Parkvale
Assets:
$1.8 bn
BCSB
Assets:
$0.6 bn
OBA
Assets:
$0.4 bn
North East
Assets:
$0.1 bn
Omega
Assets:
$1.8 bn
Parkview
Assets:
$0.8 bn
Metro
Bancorp,
Inc.
Assets:
$3.0 bn
Acquisition
History
–
Total
Assets
(in $ billions)
Source: SNL Financial, Company data.

Transaction Overview
Consideration
$32.72
per
Metro
Bancorp,
Inc.
share
(1)
Fixed 2.373x exchange ratio
100% stock
Deal Value
Approximately
$474
million
(1)
Gross Credit Mark
4.9% (credit diligence covered over 80% of commercial portfolio)
Detailed Due Diligence
Completed
Required Approvals
Customary regulatory
F.N.B. Corp. and Metro Bancorp, Inc. shareholders
Expected Closing
Q1 2016
Key Assumptions
Cost savings estimated at 40% of Metro’s non-interest expense base
One-time transaction expenses of approximately $49.5 million pre-tax
Full impact of Durbin on Metro’s earnings modeled
2.00% core deposit intangible amortized over 10 years
Board Seats
FNB will appoint one of Metro’s current directors to FNB’s Board of Directors
(1) Based on FNB’s closing stock price as of August 3, 2015.
10

Comprehensive Due Diligence
11
FNB / METR
(1)
BBT / SUSQ
(2)
Nationwide
Transactions
(3)
(1)
Data
as
of
6/30/2015.
(2)
In-market
Central
Pennsylvania
transaction.
(3)
Median
values
for
deals
since
2013
with
target
assets
between
$2
and
$20
billion
with
stated
credit
marks.
Reviewed over 80% of commercial loans
Gross Credit Mark
% of Loans
4.9%
4.5%
3.0%
Multiple of:
NPAs
1.9x
3.8x
1.5x
LLR
3.9x
4.4x
2.0x

Financial and Capital Impact
(1) Excluding one-time costs. (2) FNB and METR capital ratios as of 6/30/2015. (3) FNB / METR pro forma capital ratios at close. (4) Well-capitalized requirements in accordance
with Basel III standards for the period ended June 30, 2015.
12
Financial Impact
Holdco Capital Impact
TCE / TA
6.93%
8.86%
6.74%
-
Tier 1 Common
9.61
11.82
9.02
6.50%
Tier 1 Capital
10.61
11.86
9.81
8.00
Total Capital
12.20
13.02
11.40
10.00
FNB
(2)
METR
(2)
FNB / METR
(3)
Accretive to GAAP EPS by ~4% ($0.04) and cash EPS by ~6% ($0.06) in first full year
(1)
~3%
dilution
to
tangible
book
value
($0.18
per
share)
with
earnback
of
just
under
5
years
using
the
crossover
method
Additionally,
less
than
a
5
month
earnback
on
a
pro
forma
earnings
basis
Greater than 20% internal rate of return
Well-Capitalized
Requirements
(4)

Transaction Pricing
FNB
/
METR
Transaction
(1)
Mid-Atlantic Comparable
Transactions
(2)
Source:
SNL
Financial,
public
filings.
(1)
Based
on
FNB’s
closing
stock
price
as
of
August
3,
2015.
Data
as
of
6/30/2015.
(2)
Median
for
Mid-Atlantic
deals
since
2013
with
target
assets between $750mm and $20bn and NPAs < 3%, excluding mergers of equals. (3) Adjusted for announced fully phased in after-tax cost saves. 
13
Price / TBV
1.72x
1.89x
Core Deposit Premium
8.7%
9.6%
Price / LTM EPS
22.7x
18.8x
Price / LTM EPS
Including Cost Savings
(3)
10.5x
12.0x

14
Appendix

Metro Bancorp, Inc. Financial Highlights
15
Source: SNL Financial.
(1) Core
deposits
exclude
Jumbo CDs. (2) Per SNL Financial definition. Excludes realized gain on securities and nonrecurring items.
($ in millions)
Year Ended December 31,
6 Months Ended
2009
2010
2011
2012
2013
2014
6/30/15
Balance Sheet
Assets
$2,148
$2,234
$2,421
$2,635
$2,781
$2,998
$3,001
Securities
528
688
828
961
891
868
783
Loans
1,456
1,398
1,446
1,544
1,757
2,004
2,076
Deposits
1,815
1,832
2,072
2,231
2,240
2,381
2,369
Core Deposits
(1)
1,702
1,699
1,966
2,127
2,134
2,238
2,215
Tangible Common Equity
199
204
219
234
229
265
266
Loans / Deposits
80%
75%
69%
69%
78%
84%
87%
Profitability
Net Income
($1.9)
($4.3)
$0.3
$10.9
$17.3
$21.1
$9.9
Avg. Diluted Shares (mm)
8.2
13.6
13.9
14.1
14.3
14.4
14.4
EPS
($0.24)
($0.33)
$0.02
$0.77
$1.20
$1.46
$0.68
Core EPS
(2)
0.10
(0.41)
0.21
0.82
1.17
1.46
0.80
ROAA
(0.09%)
(0.20%)
0.01%
0.44%
0.64%
0.73%
0.66%
ROAE
(1.3)
(2.1)
0.1
4.8
7.4
8.5
7.4
Net Interest Margin
3.96
4.04
3.86
3.87
3.63
3.61
3.68
Efficiency Ratio
85
87
77
74
73
69
72
Noninterest Inc / Avg. Assets
1.20
1.26
1.29
1.20
1.09
1.03
1.07
TBV / Share
$14.80
$14.86
$15.51
$16.59
$16.19
$18.60
$18.99
Asset Quality
NPAs / Assets
2.1%
2.6%
2.2%
2.1%
2.0%
1.8%
1.7%
Reserves / Loans
1.0
1.6
1.5
1.7
1.3
1.3
1.3
Reserves / NPLs
38
41
46
49
44
55
56
NCOs / Avg Loans
1.00
0.97
1.42
0.43
0.55
0.26
0.32
Capital
TCE / TA
9.3%
9.1%
9.0%
8.9%
8.2%
8.8%
8.9%
Leverage Ratio
11.3
10.7
10.0
9.6
9.4
9.0
9.2
Tier 1 Ratio
13.9
14.6
14.1
14.0
13.4
12.3
11.9
Total Capital Ratio
14.7
15.8
15.4
15.2
14.6
13.4
13.0

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